


Retribution

by 45corleone



Series: Nemesis [2]
Category: Bwen group
Genre: F/M
Language: English
Status: Completed
Published: 2020-12-14
Updated: 2021-01-03
Packaged: 2021-03-11 00:53:20
Rating: Mature
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 8
Words: 16,616
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28066536
Author URL: https://archiveofourown.org/users/45corleone/pseuds/45corleone
Summary: AU Future Ben Tennyson is dead, Gwen Tennyson must train the next wielder, otherwise the contest will be lost and the sacrifice in vain.
Relationships: Ben Tennyson & Gwen Tennyson
Series: Nemesis [2]
Series URL: https://archiveofourown.org/series/2031871





	1. A child is born

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

Belwood, nearly 9 months after the contest that ended Ben Tennyson's life, the hospital, maternity ward, for the last 24 hours Gwen Tennyson has had labor pains and is almost exhausted but smiles when she hears

''She has 10 centimeters of dilatation! Pass her to the delivery room!''

with efficiency the personel move her bed and take her to delivery, she hears voices and feels they are coming from afar

''The baby's head is low now, it shouldn't be long now''

''She doesn't want an epidural?''

''She hasn't screamed a lot!''

''Gwen we need you to push!''

''Not that way! Not on your neck! As if you were pooping!''

''The head is crowning!! PUSH GWEN!! PUSH!!!!''

and finally Gwen hears a baby crying

''The baby has lungs! Let's see if I'm right.........IT'S A BOY!!''

Gwen cries and laughs at the same time

''Here Doc! Take care of him! I have to wait for the placenta and then suture her........prepare the oxitocine!''

Gwen feels pulls and some pain when she hears

''Say hello to your son!''

Gwen turns and focus and sees a newborn who looks wet and is sobbing, she laughs and tries to hold him

''Not yet ms. Tennyson! You can not take your IV off.........but you can kiss him!''

Gwen does and feels his warmth

''Now I will take him to clean and inspect him and after that he will be taken to your room! OK?''

''Yes doctor!''

and Gwen releases a sigh of relief and does not pay attention to what is being done to her, but makes small talk to show she is alert and in no danger, after she has expelled the placenta and gets her sutures, she is taken to her private room, at first she is alone and goes into a light sleep and she hears when the door opens and her son is brought to her, she holds him and has tears of joy for some time.

During the time of Gwen's labor her relatives are in the lobby, Natalie and Sandra are seated, they seem calm but are worried since they know what Gwen is going through, Frank, Carl, Ken and Max are pacing nervously and impatiently, one waiting for his first great-grandson, 2 for their first grandson and one for his first nephew, Natalie tries to take away some tension and finally asks

''So Ken how is your girlfriend?.......Selene?''

''Her name is Kate Serinda mom! And we are not in a relationship!''

''Really?...Then why do the 2 of you have each other in a relationship?''

''Uh! Well.....''

''Ken we understand you don't want pressure from us....but we'll behave!''

''Actually mom.....we have been on a relationship for some time and........we are planing to get married a year after graduation!''

''That's great Ken! Congratulations!''

''Thanks grandpa!''

''Congratulations Ken!''

''Thanks uncle Carl!''

''We wish you the best Ken!''

''Thanks aunt Sandra!''

''Are you sure Ken?''

''Yes dad!''

''I am happy for you Ken! I wish you the best!''

''Ken! We don't know her! we don't know her family! What is she studying?''

''Mom! Please!''

Natalie tries to continue but sighs

''I know Ken, you surprised me!''

''I know mom but Kate and I wanted to go at our own pace, we have also kept this from her parents.........but if the look at facebook..........well we'll have some explaining to do!''

''As you should for keeping it secret!''

Ken smiles nervously and puts his hand on the back of his head

''I know! Time to pay the piper then''

there are some chuckles, when the door opens and Gwen's OB walks towards them

''Doctor! How is my daughter?''

''She is fine Ms. Tennyson! She and her son are fine!''

''So it was a boy?''

''Yes mr. Tennyson! Your daughter and grandson are fine!''

''Daughter-in-law! Four eyes over there is her father!''

''Oh! Right!...You are also her uncle! We need to do a genetic scan!''

''When can we see her...errh...them doctor?''

''In half and hour ms. Tennyson....depending on how she feels....I must say she is very strong....no need for an epidural and she did not scream as much and followed instructions to a t''

''My daughter practices martial arts doctor, she has endurance and discipline''

''That she does!......the orderly will tell you when you can go to her room''

the doctor leaves and they talk and celebrate.

Half and hour later most of her family is in Gwen's room, she is holding her son and she is radiant as the 2 set of grandparents are in love with her child and trying to monopolize who will hold him more, Gwen smiles and gets her son back to her

''So silly bean...have you decided on a name?''

''Yes mom!''

''Wich name?''

''Benjamin Kirby Tennyson jr.''

Sandra and Carl smile and get watery eyes, Natalie and Frank look at each other and nod, but Natalie worries, soon she and Frank leave the room so Max and Ken can get to know the baby and learn about the name there is joy and then before visiting time is over the nurse anounces

''Ms. Tennyson needs a relative to stay over the night and help her....only one...work it out please''

and she leaves

''Well silly bean I am willing, I doubt you want your father to help you on women;s matters''

''I did when she and Ken were born''

''Gwen needs someone who knows what she is doing!''

''I am also willing Gwen!''

''Now Sandra they are my daughter and grandson!''

''She is my niece and him my grandson!''

''I trump you Sandra!''

''Not so!''

''I do!''

''Natalie!.....Sandra!''

''Before you get out the knives!........Gwen who do you like to stay over?''

''Dad! Puting me on the crossfire!''

''Sorry silly bean! But it was leading to this! I just rushed the process to avoid bloddshed or rather more''

Gwen sighs

''Don't feel pressured Gwen! Think of what is better for you and the baby!''

''Gee thanks mom!''

Gwen meditates and then

''I have made my decision...and it's final and I don't want any drama........aunt Sandra will be the one to stay''

''I'll do my best Gwen!''

''I know aunt''

Natalie keeps a cool fachade but she flashes a smal amount of hurt, they continue talking and as they leave Gwen says

''Mom can you stay a few minutes?....Alone?''

''Yes Gwen!''

and she does, as soon as they are alone

''Mom! I didn't choose aunt Sandra because I prefer her.......little Ben is and will be their only grandchild, you and dad will also have Ken's children, you will have more grandchildren, uncle Carl and aunt Sandra only one''

Natalie is still for a few minutes and finally relaxes

''I just hope Ken has children.....Gwen I am worried''

''About what?''

''I worry you might try to make a carbon copy of Ben with your son''

''He will be like Ben mom! He is the father after all!''

''Gwen I know that! I just feel if your aunt and uncle had given Ben more structure he would have been a great student, not an underachiever!''

''Mom he was not that! He excelled at what he did!....If he followed my rutines he would not have excelled....his kind of intelligence was ideal for the omnitrix, and he was smart, he bored easily!''

''We want him to have structure Gwen!''

''No mom! You want him to have structure.......I will decide how to raise him''

''Gwen!....You want him to be like Ben......that is wrong also!''

''I know what I'm doing mom!........he will be ready when the time comes!''

''Gwen! No!''

''It must be so mom.....it can not be avoided! And that's final!''

Natalie looks at the floor and sighs and leaves, Gwen looks out the window and holds back her tears.

Some months later Gwen is at home and taking advantage of her son's sleep, she begins to practice her martial arts, at first she feels stiff but as she practices her flexibility begins to return, when she hears the door's buzzer and goes to answer

''Michelle!''

''Gwen!''

''How are you?''

''Fine! What about you? You look great, almost like before your wedding!''

''Diet and exercise of course! The doctors tell me that because I exercised so much I recuperated sooner and lost the excess weight faster''

''Lucky you!...Something tells me I will envy you when my turn comes''

''You'll do fine!''

''I hope so!.........So how's the baby?''

''Fine! Come and see him!''

they enter the bedroom and walk to the crib, Michelle is infatuated with Ben jr. and they go to the living room

''He's beutiful Gwen! A redhead like you!''

''He also looks like his father!...And from what I'm told, he acts a lot like his father!''

''He must choose his way Gwen!''

''He will!......I must prepare him''

''Gwen how can you get him into that life?.........Specially after what happened to Ben''

''He must follow that path Michelle!''

''I don't get you Gwen!........You talked about retiring...and now you are making plans for your son to follow you''

''I have my reasons Michelle''

''I'll nver understand you crazy!''

''Maybe someday you will''

and both women continue talking.


	2. A path begins

**Summary for the Chapter:**

> A direction is being chosen, is it the right one?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

Tennyson family reunion, Gwen is at her parents home with her aunt and uncle, grandfather and brother, they are comenting about Ken's relationship.

''So Ken, Kate is still happy with you?''

Ken blushes and feels flustered

''Yes mom! Everything is all right........but we still haven't decided on marriage yet.........we want more time to work and enjoy bachelorhood...both of us!''

''Try to understand your mother Ken, she wants a wedding reception...no matter what''

''Don't make me the anoying mother Frank!''

''Dear remember, it's Kate's mom and family that will plan the wedding...not us''

Natalie looks at her husband

''But we can help''

''And we will.....when Ken and Kate are ready...not before''

Natalie gets a small scow and Sandra tries to confort her

''Don't worry Natalie, you'll get your chance, enjoy now that Ken is still all yours''

and Natalie smiles

''You're right....plenty of time for planing later''

Carl turns to Frank and

''Why is it women make these grand plans without considering the plans of the victims? I mean the happy couple?

''Carl!!''

''Sorry! Sorry!''

''You'll sleep on the sofa this night Carl!''

''Aw man!''

and everybody laughs and continue some more small talk, Natalie finally talks to Gwen

''So silly bean how are things going?''

''Fine mom! I have my classes on college and some by internet...I have good grades and manage to keep an eye on Benny''

''Gwen I have seen the news, I know that some criminals and rescue work has been done by someone who seems to use magic...is that you?''

''Sometimes mom......all the reports are exagerations, I may have done 2 or 3....and rescue work.....specially children''

''Gwen! You have a son!''

''I can't look the other way when children are involved mother!!''

''I know....but I still worry...anyway how's Ben doing?''

''Fine mom! He started walking before his first birthday...and is very curious.......he may start talking soon!''

''Well he seems interested on the puzzle bucket I gave him!''

''He is frustated by it!'

''Now silly bean! He must learn structure, he must get all the figures inside the bucket in their own slots, memory and coordination are important!''

Gwen rolls her eyes, she knows her mother is trying to educate her son her way, all look at Ben jr. as he struggles with the figures to get them into the buckett, but doesn't seem to be able to fit any of them, he studies and inspects the buckett and finally he takes off the lid, and then gets all the figures inside, puting the lid back on, he shakes it and hears the rattling noise and seems to almost nod and then puts the buckett on the ground and goes to other toys, Natalie is stunned, the rest of the family chuckle and then laugh, and Gwen just shakes her head and smiles

''He's not suposed to do that!''

''Mom! You can take a horse to water but''

''you can't make him drink it! I know! I never expected this! Did you?''

''Mom! Please! He's only one year old....he is too much like his father...and he seems to be as smart as him!''

Natalie has to agree, while the others laugh and coment on the antics of Ben.

Some time later Gwen returns home and pays the nanny that has taken care of Ben during the day, usually when neither her mother and aunt can babysit she hires someone...after investigating her by microscope, she doesw her best not to leave earth, and when she does it is done in the shortest time posible, she is resting after an exhausting day when she hears the door buzzer, she gets up and looks at her security system wich has improvements from the plumbers and smiles at recognizing her visitor, she opens the door

''Michelle! Hello!''

''Hello crazy''

''You haven{t visited on a while! I thought you had forgotten about me''

''I wish I had!''

''Oh? Why? What's wrong?''

''You know why Gwen! Are you doing superhero work again?''

''Yes''

''But why? How can you endanger yourself this way? What about Benny? How can you after what happened to Ben?''

''It's my job Michelle! When one of us has fallen..another one takes their place......it has always been this way''

''I never understood that, nor do I want to! You should consider it Gwen! You have a son!''

''I do it to protect my son Michelle! Ben took down many criminals, would be world conquerors or would be universe conquerors...they would love to take down his son as a mode of revenge! And someday Benny will have to do the same!''

''How can you put your son on this way of life Crazy? It is cruel!''

''It has to be this way Michelle! He is the only one that can do it! Someday you will understand''

''NO! I WILL NEVER UNDERSTAND! HOW CAN A MOTHER SACRIFICE HER SON WILLINGLY!!''

''I wish it could be another way Michelle, but Benny must take over his father's work as the wielder''

''But why him? How can you be so cold towards him?''

''Some of us take this job because we want to protect those who can't defend themselves Michelle...and others have to because it's their destiny''

''That's bullshit Crazy! You want revenge for Ben! And you are sacrificing your son, yours and Ben's...and I can't be part of this Gwen! This is the last time we'll talk''

''I'm sorry Michelle! I trully am, but Benny has his path marked by destiny...if he puts down his father's killers I will enjoy it...but it is not my primary reason why I do this''

''Goodbye Gwen! I hope you reconsider this before it's too late!''

Michelle looks at Gwen as she leaves and sees that her resolve has not waned and gets a sinking feeling on her chest at what her friend is doing, Gwen looks her leave and feels her eyes burning but controls herself, and turns her attention toward her son.

Time doesn't stop, Gwen continues her studies and her work as a plumber, all the while taking care of her son, she goes out from time to time and congratuletes her brother when he announces his engagement to his girlfriend, she fends off her would be suitors both those who try on their own and those from friends and family who don't want to see her alone, but she stands her ground, one night as Benny sleeps Gwen makes a call to Galvan prime and Eunice answers

''Gwen? Hello! You haven't called in a long time!''

''I called you last month Eunice....you are still sad about Ben''

''And you're not? I know you are!''

''Yes I am! That is why I don't call you frequently Eunice! We both know how we feel!''

''I know he was your husband Gwen!...but I love him, I can't avoid it''

''Of course you do Eunice! You are part of me......and he loved you too!''

''Because I'm a copy of you...otherwise''

''If I hadn't regained my senses..maybe you would have married Ben''

Eunice laughs''Ben marrying an artificial being? Yeah! Right!''

''We lead a crazy life Eunice! Everything was posible! Maybe still is''

''Perhaps, but looking at ''what ifs'' is pointless''

''I know, Ken got engaged last week''

''Really? Congratulate him for me!''

''Why don't you visit and do it yourself? Get to know your older brother!''

''I'm not Gwen!''

''Yes you are! You are my sister! He is your brother! I know you consider Azmuth your father, but mom and dad would welcome you with open arms! So would grandpa Max! And aunt Sandra and uncle Carl! You have a family here on earth,,,who knows maybe even Mormor and Mofar would welcome you also!''

''Mormor and Mofar?''

''Our grandparents from our mother's side''

''Oh! I don't know Gwen!''

''Consider it Eunice! Maybe be a part of the crazyness of Ken's wedding!''

''Sounds like fun!''

''it will be! It will also be a chance for you to meet benny on person! Not just on the video I send you''

''I know! He's adorable!...He looks so much like Ben! Just with red hair!''

''From what aunt Sandra and uncle Carl have mentioned he acts like him!.....get to know him Eunice!''

''I will Gwen! I will!.....Something else on your mind?''

''How are the repairs and updates on the omnitrix going?''

''The repairs are ahead of schedule and the updates are ongoing as we speak...it will be ready for the next contest and vastly improved''

Gwen answers with fire in her eyes and speech

''It better be, I want them to pay for what they have done!!''

and Eunice nods.


	3. Old wounds

**Summary for the Chapter:**

> Ben jr. is growing up and needs training, Kevin Levin volunteers, is it to help him or does he have another objective in mind?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to ackowledge the work from other authors from whom I take inspiration.

Ben Tennyson jr. is growing up, his mother Gwen Tennyson raises him by herself, with help of her realtives, even when some of their sugestions don't always work out, Natalie Tennyson got her grandson in cotillion and while he obeyed and learned some etiquette, his heart was not in it and later he finally got into trouble due to him not being proper, Natalie is frustated and talks with Gwen who reminds her that her son is an impatient kid and despite their best efforts he can not be changed, wich leads to some words about structure on the education of Benny and on guided education to keep him focused and never finding common ground, despite that the discussions never get nasty, her other grandmother Sandra Tennyson tends to be more relaxed, too much but does not object...much, but despite all that Gwen apreciates the opinions of her mother and mother-in-law. 

One day Gwen arrives to plumber's headquarters and talks to her grandfather Max Tennyson

"Grandpa hello"

"Hello pumkin"

"How are things going with the plumbers?"

"Fine! No big problems lately"

"Then why was I called over?"

Max points to a bouquet of flowers, pink roses, 2 dozens, Gwen frows since her birthday and mother's day have long passed, so she takes the card and reads it, Max notices her jaw tensing and an expresion of frustation taking over her face

"Kevin! What does he think he is doing? I am a married woman"

Rook Blonko is near by and coments

"But you are a widow, Are you not available for romantic pursuit?

Max glares at Rook trying to avoid the blow up, but Gwen turns very fast and glares at Rook with anger

"Some of us consider marriage to last beyond the death of one of the mates, or if you prefer some keep mourning for a long time

Rook is surprised but manages to see Max glaring at him and shaking his head, he nods in agreement and

"Understood"

"Good!.....Grandpa can you return these to Kevin? Tell him his attentions are not apreciated or wanted"

"I can do it Gwen, but it will not stop him.....it better come from you directly"

Gwen looks at her grandfather and finally nods and

"I know, but even then he may continue to try........Will he be here tomorrow?"

"Yes"

"I'll talk to him tomorrow"

and Gwen leaves the control room. Next day Gwen arrives early and catches sight of Kevin and walks towards him, Kevin sees her and smiles

"Gwen! Good morning! How are you?"

"Fine! Can we talk?"

"Of course!"

they walk towards a corner and begin to talk

"I hope you liked my flowers"

"They are nice Kevin! But I can't keep them! I am married.....I do not apreciate your attentions and I would apreciate you would stop"

Kevin looks at Gwen with a stunned expresion

"Gwen you are a widow.....for 7 years now......you need to live again"

"I am living Kevin, I am a plumber, I am studying....and I have a son"

"But you need....companionship"

Gwen smirks "I don't think so.....I am doing fine Kevin, I am happy as is, please no more flowers, gifts or invitations, we can be co-workers but that's all"

Kevin looks stunned and deep in his eyes he is angry, but manages to keep his ire in control

"As you wish Gwen........How is Ben jr.?"

Gwen looks at Kevin and knows that there is more to his question, she decides to probe to prepare to whatever Kevin's plan of attack will be

"He is doing fine, he is already on elementary school....not the best student but he passes by"

"Yeah! He reminds me of someone........anyway do you need any help with him?"

Gwen looks at him and _"So that his plan through my son"_ and answers "Don't worry Kevin, I have plenty of help from my family, he plays with his cousins"

"Still he needs a father figure"

"He has plenty of father figures Kevin, between my brother, father, uncle and grandpas he has his quota"

"Still they are only available at their convinience"

"So you are offering to move in to be on 24 hours?"

"No! Of course not! I am not trying to pressure you! Simply I can be available when he needs.......anything"

"It would not be a good idea Kevin.......you may get ideas"

"No! I have no ulterior motives Gwen! Just being a friend"

"I don't know Kevin......you are shifty"

"I know you are training him for the rematch...I can help.....I know how to fight dirty"

Gwen looks at Kevin, she knows he will not give up easily, but knows he can be useful "Fine Kevin! Just remember you can help train Benny, but only that! I'll call this off the moment you try something...understood?"

"Of course!"and Kevin hides his smirk as he prepares his plan to win Gwen back.

For the next few months Kevin spends 1 to 2 hours a day with Ben training him as best as he can, Gwen tries to avoid him as musch as she can, she knows that sooner or later Kevin will show his hand and she will be forced to terminate their arrangement, she just hopes Ben learns enough; one day she arrives home in the late afternoon,she enters her home and is greeted by herself

"Welcome Gwen! How was your day?"

Gwen looks at herself, rolls her eyes and smirks

"Lucy! Hello! I had a fine day...you can stop being me now!"

one of the Gwens begins to lose form as her hair turns blond and her feutares and body change and Lucy Mann apears

"I like being you Gwen! It's fun! And Benny has not caught on when I stand in for you......and I like playing video games with your son....although you have modified some of the games to be more complex and oponents more......treacherous"

"He needs to learn that in real life some times the battle doesn't end when the oponent is down....and others it is not one-on-one"

"I thought Kevin was suposed to train him for that"

"Suposedly....but do you trust Kevin?"

"I do!....To a certain point....he has ulterior motives and may not really train Benny...unless he gets into your panties"

"As if that would ever happen!"

"You know that that is what he really wants........and is bidding his time to do so"

"I'll be ready for him

"I know you will! Have you talked to Azmuth?"

"Not recently! I mostly talk to Eunice.....they have debuged the omnitrix but had to destroy part of its program so they are reprogaming it and setting the firewalls and the vaccines to counteract any viruses Alvedo and the others try to use against the omnitrix"

"It is a big job then"

"Yes it is! There are a lot of parts and programing to make the omnitrix function.........that is why it has taken years to repair it....wich is good it gives time for Benny to grow up and use it properly"

"Isn't there anyone else to wield the omnitrix Gwen?"

Gwen face turns somber and she finally speaks "No! The attack binded the omnitrix to Ben's DNA! Benny is the only person who can wield it...besides Albedo and he won't help us of course since he is the oponent that has to be faced and defeated"

"Only Benny? What about?"

"You know them Lucy! They are brave and willing....but not as adept as they should be....Benny is like his father, probably smarter and use the omnitrix to its full capacity"

"Yes....I see what you mean.........it is a big burden to put on a child"

"That is why I want the omnitrix fixed soon, so Benny can train with it, at his age he should have fun........when he is older he can undertake the responsability"

Lucy smiles "Yes I remember when Ben came to the wedding and looked at the omnitrix as if it were a toy so he could play"

Gwen laughs softly "Yes he liked to play with it!.....He got into a lot of trouble during the summer!...But he was always the hero!"

"Yes he was"

"Anyway I bought Benny his Gi, in a few months he will start karate"

"You expect him to be as good as you?"

"I hope so! Ben was good, if he had continued maybe he would have been my equal, if Benny is just average it will improve him more when he changes into other aliens"

"Not pressuring him Gwen?"

"Being who he is pressure enough! But I trust he will be better!"

Lucy nods and they continue talking a few more hours.

Some months later Gwen is at home when she hears the key turn and the door opening and Ben enters runing followed by Kevin

"Mom! I'm home"

"Benny! About time, how was your training?"

Ben looks indiferent but says "Fine! It's not as hard as my games!"

Gwen smiles and kisses his forehead, Ben squirms and then he goes to his room, leaving Kevin and Gwen alone

"Is he a handfull?"

"Not really, but he is young, I can't give him a rigorous training...at least not yet"

"Not for a while at least

"It will be soon Gwen, he is smart....and he is excited he will go to karate lessons soon"

"Good! I remember when I went to my first class and the excitment before that"

Gwen turns towards her son's room and in that moment Kevin tries to embrace and kiss her, but before it can happen he is flying over her shoulder, hits the floor and feels the air leave his body, he tries to focus and sees Gwen's fist coming towards him and stoping fractions of an inch off his face

"I WARNED YOU NOT TO TRY ANYTHING KEVIN! THIS IS MY FIRST AND LAST WARNING!"

Kevin gasps quietly for air and gets up

"Stop being such a prude Gwen....we can have fun.....if you wish we'll get married..."

"I told you before...I AM MARRIED TO BEN! I will not betray him"

"Ben is dead! You should rejoin the land of the living!"

"For me Ben is alive, I will never betray him or his memory.......and is time you acepted this!"

"You are sick! Being faithfull to a memory"

"He was the love of my life! He still is! You will never understand!"

"I love you too Gwen"

"No Kevin...you desire me, you have never loved me!"

"You are blinded by grief! Remember that Ben was willing to let you go with your grandmother!"

"Yes he was willing....a selfless act....unlike you Kevin"

"You were happy when I told you to stay....you love me"

"I was infatued with you Kevin! I did not understand that untill later, I was crazy back then....you tried to kill me more than once when we were kids...I should have not been with you"

"NO!! YOU LOVE ME!!!"

Kevin launches himself against Gwen but suddenly Kevin doubles himself in pain

"What is happening to me?"

Gwen is gesturing and casting a spell and

"You really thought I didn't expect this? I prepared a spell to nullify you.......I can make you fell worse....and end your miserable life"

"Bitch! I'll make you pay!"

"Your true personality is coming through Kevin!........About time!"

"You have me in pain Gwen! You can't take my words as my true feelings!"

"Always a reason why you make wrong decisions Kevin? When will you acept the consequences of your actions?"

"You used to help me Gwen! Help me again Gwen!"

"No Kevin! You must do this on your own! Otherwise it's meaningless....and I have outgrown you....I am no longer the impretionable teenage girl you swept of her feet, I do not hate you....but I regret the time spent with you that made me lose it with Ben"

"You will regret this Gwen"

"I doubt it"

Gwen gestures and Kevin is finally able to move, he gets up and glares at Gwen who decides to end the talk

"You are not welcomed here anymore Kevin.....I don't want you near my son.........and if you try to get near him or me....you will die!.........I can detect you at any time......I havee improved my mana powers, so don't try anything funny"

"What about work with the plumbers?"

"I'll talk to my grandpa and ask to be asigned on diferent units....not with you"

Kevin nods and leaves Gwen's home, she relaxes and goes towards her son's room; Ben is playing and he turns to his mother

"Mom! Wanna play videogames?"

"Sure scruffy! I will not go easy with you"

"I will not lose mommy! I am awesome!"

Gwen tries her best to hide her smirk

"Benny you will no longer train with Kevin"

"Good"

"You don't like him?"

"No!"

"Why?"

"I don't like the way he looks at you and his face when he talked about you, just like when he talked to other girls...they always gave him pieces of paper with numbers"

"Really? _So much for loving me!_ "

"Don't worry Benny! You'll never have to see him again!"

and Gwen plays with her son videogames.


	4. First summer again

**Summary for the Chapter:**

> Ben jr. is 10 years old and in a summer trip with his great-grandpa and mother when he finds a device that will put him on a path towards.....either revenge or heroism wich path will be chosen?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to ackowledge the work from other authors from whom I take inspiration.

Benjamin Kirby Tennyson jr. is finally 10 years old, there is a party with family and classmates, he has fun and plays a lot, his relatives have a good time, his mother is very happy and makes sure he is having fun, during a lull in the party Gwen is aproached by her older brother Ken

''Gwen..can we talk?''

''Sure''

sensing the seriousness of the conversation Gwen walks towards a corner in the garden and after making sure they are alone and out of earshot

''What's the problem Ken?''

''It's about Ben jr.! Gwen are you still intent on making him use the omnitrix?''

Gwen sighs ''Of course! Who else will?''

''He's a kid''

''So was his father...and still he became a hero''

''The truth is....it shouldn't have been! We don't like the idea of Ben having to use the omnitrix¨

¨I apreciate the sentiment big brother....but you know only Benny can use it and he must prepare for the contest that will happen a few years from now¨

¨Maybe someone else from the family can wield the omnitrix Gwen¨

Gwen shows a sad smile¨You know full well the omnitrix was fused to Ben's DNA, only someone with DNA similar to him can use the omnitrix.......Joel is a relative but his DNA is somewhat diferent to Ben's, it would have to be someone from this branch of the family, grandpa Max is too old, uncle Carl would charge like a bull and get killed...there is no one who can take over¨

¨I can Gwen¨

Gwen looks at Ken and smiles ¨I know you can Ken! You can be a good wielder..a great one...but the reason I don't consider you or dad is because you 2 are too alike...very analytical...the omnitrix needs someone with intituive intelligence...like Ben was, like his son...my son is, he will make most of the omnitrix, like Ben did...and he will need that ability if he is to win the contest against Albedo¨

¨Why not concede?¨

¨Albedo and Vilgax will abuse the omnitrix...and Vilgax will destroy the earth out of spite....Ben always stoped him......right now he is being held, but once he is free he will attack and kill everybody.....I know people think I am being obsesive and revenge set but there are big concerns involved Ken....I wish Benny didn't have to pick up after his father.....but he has no choice..none of us do¨

¨So he has to be John Connor and you Sarah Connor¨

¨Something like that.......and it sucks big brother¨

and Gwen and Ken return to the party, Ken is more somber understanding why his nephew must carry on the torch and not being happy about it.

Summer arrives and days before it starts Gwen talks with her son

¨Benny for the summer we will take a trip with your great-grandpa Max on his RV we call the rust bucket, we will travel throught the country and visit many places, we'll have fun¨

¨Really? Who else will come mommy?¨

¨Only the 3 of us Benny....we will visit relatives along the way and meet some old friends of grandpa Max and mine also...sometimes we'll sleep on camping sites¨

¨Sounds like fun mommy! When are we going?¨

¨Next week Scruffy so you better pack a suitcase with you clothes...of all kind some times we go to parties¨

¨Aw man! I don't like those parties mommy!¨

Gwen smiles ¨Benny your dad and I some times went to weddings and other kind of parties...I know you don't like them...but when you travel the country it happens¨

¨OK Mommy....but I won't like them¨

Gwen hides her smile ¨Some day you will Scruffy...some day you will¨

The first day of summer arrives and after school Ben sees his great-grandpa Max RV outside his school and runs towards it, he enters and finds his mother and great-grandfather waiting for him, after greeting him they get on their way, Ben is excited and asking a lot of questions to his great-grandpa and Max answers as best as he can till they finally arrive to a campsite wich Gwen recognizes as the campsite where it began nearly 20 years ago, the set up camp and relax and they prepare dinner...in the meantime Ben walks around the woods and unknown to him he begins to walk the same path that his father did and then he suddenly sees a falling star wich lands near him, he is somewhat afraid but curiosity wins and he goes towards the sphere and touches it opening it and inside a watch-like device that attaches itself to him, at first he tries to take it off to no avail and then moving the controls he watches the holographic display of aliens and when he touches the omnitrix he changes into..diamondhead...Ben fraks out and begins shooting shards of crystal at random when he sees some of the shards cut down a tree wich begins to fall he holds it up and almost gets it straight but he can not keep it in place and then without thinking he creates a crystal ring that keeps the tree trunk in place, he then hears beeping and turns into his human self, after that he runs towards the campsite and yells

¨MOM! MOM!! I found this cool watch in a star that fell, it got stuck on me and after moving it, I was changed into an alien..I almost cut down a tree but I managed to keep it in place and I was changed back, so I came to tell you..this is the watch see?¨

¨Yes Benny I see it!..but it is not a watch...it is the omnitrix..a device that can transform you into aliens for a little while¨

¨Really?....How do you know mommy?¨

¨As a plumber I know things....but mostly because your father used it before you¨

¨Dad? Is that why people call him the hero of heroes?¨

¨Yes Benny! That is why.....as his son the omnitrix responds to you...of course you don't have to use it?¨

¨I want to! I can be a hero as dad was!¨

Max speaks then ¨Benny you should think about it! Using the omnitrix is not easy.....I'm sure you'll get to use it very well...but it demands a big price for its use....you did not get to meet your father after all......it is not a toy¨

¨Grandpa Max is right scruffy! It demands a high price for its use.......its use will not be a game.¨

Ben keeps quiet and seems to be thinking but then ¨I'll be fine! I will be awesome! I will be able to help people and punch bad guys¨

Gwen and Max share a look and shake their heads, Gwen then speaks to Benny ¨If that's your decision we'll support you and help also...now come here and let me explain how it works¨

For the next hour Gwen explains to Benny how to make the omnitrix work, she manages to determine how many aliens her son has and confirms that they are 9 of the original aliens from Ben's first summer and the tenth alien is cannonbolt, and also that the duration of the transformation is like Ben's first summer 10 minutes, Benny impatiently stays in place listening to his mother but happyly changes into the difrerent aliens to see how they work, well into the night they go to sleep, and Benny is very happy. After he goes to sleep Gwen and Max talk

¨I wasn't sure if giving Benny the omnitrix the same way Ben got it and in the same place was a good idea...but it seems to have worked pumpkin¨

¨I had the same concerns grandpa, but Eunice explained to me that Azmuth wanted to duplicate the circumnstances when Ben found and used the omnitrix for a better relationship of Benny and the omnitrix¨

¨But the circumnstances can not be repeated Gwen....Vilgax is not after the omnitrix right now.....and other things can not be duplicated¨

¨I know...we'll just make do¨

For the next weeks they travel the country and visit many of the same places that Gwen visited on her first summer trip....and facing diferent aliens, some of them are dangerous, most of them a nuance but she observes as her son gets more adept to the omnitrix with each day that passes, and to her frustation she observes that Benny tends to do as his father and fiddle with the omnitrix, but it only causes some minor anoyences, and also her son tends to be more arrogant than his father wich puzzles Gwen, but summer ends and they return to Belwood. Benny continues to use the omnitrix and Gwen monitors him making sure that he doesn't use it against his bullies, but he doesn't and is a part time hero during his school days. And Gwen sees as time passes and shivers as she understands that time is runing out.


	5. Lacking

**Summary for the Chapter:**

> Ben jr. is the new wielder but something is off and Gwen must find out what it is.

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

It has been 2 years since the fateful summer trip and 12 year old Ben Tennyson has been using the omnitrix in that time geting more confortable with it, he has repelled alien invasions, stoped crimes, saved people, he has faced new enemies and some of his parents old adversaries; during the summer trips he has met some of his grat-grandpa Max friends, some of his mother and father's, he has even traveled off planet...with his mother, Gwen is proud of her son but something worries her, Benny as she call him is a lot like his father, but she feels he is off till she finally figures it out.......Benny is more arrogant, she wonders if this will be in detriment of her son's abilities and she confides in her granfather who listens to her and finally says:

"Pumkin, we better put him in a simulated battle and observe him so we have a better idea"

"Is it a good idea?"

"Yes! We need to know if he can carry the load and doesn't hurt himself or anyone else"

Gwen frows but nods in agreement. A few days later Gwen takes her son to plumbers headquarters and Ben is curious, his curiosity grows as the walk through the hallways untill they find grandpa Max and Rook Blonko, so Benny asks

"Why are we here mom?"

Before gwen can answer Rook speaks "The plumbers want to know how advanced your abilities are....so we asked your mother to bring you here so you through a simulation to see how you work"

"Cool! Like a session in the Danger Room?"

Rook looks puzzled but Gwen answers "Yes!...Something like that...only without the rest of the X-Men"

"Are we going right now mom?"

Max speaks "No Kiddo....this exercise is for you alone"

"Okay! When?"

Rook opens the shut doors with his code"Now! Come here!"

Ben enters the training room with Rook, and Max and Gwen go to the control room and wait, they see Rook taking Benny to the center of the room and talk to him and then leaving him, and then through the intercom

"Ready magistrate Tennyson"

"Thanks Rook! Stand by the door......just in case"

"Understood"

Max turns towards Gwen and looks at her, she nods and Max hits a button, a robot takes the form of Vulkanus and starts attacking, Ben changes and begisn to fight, knocking down his oponent but before he can celebrate another robot attacks and he starts to fight again, for the next half hour Benny fights a dozen robots who take the form of many of his enemies, he has bested every oponent Max analyzes the data and frows, Gwen on the other hand controls herself as to not ask to end the training, finally Max nods and enters a program to start diminishing the speed and intensity of the exercise, he buzzes the intercom

"Rook in 5 minutes the session will end....please take Benny to the showers and after that to the cafeteria"

"Understood magistrate"

Max looks at the data and turns to Gwen "Well pumkin....you are right Benny is too arrogant and he lacks something or rather someone"

"Is he in danger? And who?"

"I don't think so Gwen....he is smart he should overcome any dificulty...and oponent. As for who is mising.....it's you Gwen!"

"But i am always with him!"

"Not you precisely Gwen...........Gwen why did you sneak on Tetrax ship?"

"What?"

"Why did you need to go with Ben to find Azmuth? You knew we could trust Tetrax, so why go?....And what happened?"

Gwen stays quiet and finally says "He was my partner, he might have needed me to get him out of trouble!"

"Did he?"

"You know Ben, he almost got eaten by a florauna"

"How did he avoid it?"

Gwen tenses and stays quiet for a few moments "He didn't! I pushed him away and I was traped....Ben thought I was dead and gave up....he almost let the omnitrix explode, but Tetrax and Miaxx managed to take him to Azmuth, I finally made my way and let him know i was fine....he got his fire back and convinced Azmuth to deactivate the self-destruct mode"

"So that's what happened! Why didn't either of you tell me?" Gwen blushes, Max observes her and "Pumkin we all know that your relationship started way before high school.....nobody is going to call you out......it's known"

"I know grandpa...it's just that.....they are our...private moments, Ben and mine's"

"Well, Benny lacks that...a partner..a friend.....true love who will keep him grounded...like you did with Ben"

"So with whom do I pair him with? I don't think I know any of his friends that will stand by his side"

"There's nothing we can do Gwen.....friendships and true love must develope naturally without interference.......I know it may seem I manipulated you and Ben to fall in love, but that was on your own.....your parents and I only wanted for the 2 of you to get along.......it worked out too well, at first we wanted to separate you...but we understood it would have been a mistake.......and to no avail"

"We did take our time"

"No Gwen! The first summer trip was the starting point for both your heroic carreers and your relationship....Benny has missed that...but it is beyond our control....we can only guide and educate him....and not learn the hard way"

Gwen nods, they both get up and go to find Benny.

A few weeks later Gwen and her son go to investigate some reports of disturbence on some abandoned warehouses, they can not detect anything out of the ordinary, Gwen probes with her mana without result, Benny looks bored and finds nothing, he concentrates and then he uses the omnitrix to turn into wildmutt, at first he feels confused at all the scents and tracks he detects, he begins to discard many of them but some of them confuse him since he can not determine the species of who left them when he hears something and turns towards his mother and then he sees the infrerred image of...Dr. Animo!....Wildmutt charges but he receives discharges from the mutated animals, he manages to sense as Animo throws something to gwen and she loses concience, Benny tries to reach Animoand his mutates but has to avoid discharges untill near one of the walls he feels the air pressure from falling materials and is buried, Animo surveys and tries to detect him......but is unable to do so, believing that he finally killed him he leaves taking Gwen with him. After a few minutes from the pile of rubble a necrofriggian emerges he gets away from the pile and changes into Benny, he tries to get his bearings and looks around he thinks

_"I was lucky that the omnitrix changed me into this alien that made me like a ghost....I remember dad had an alien like this one....Big Cool?...No! Big Chill!............But where did Animo take mom?....The omnitrix is green, I'll change into wildmutt and follow mom's scent and find her and Animo's lair"_

he does and finds Gwen's scent and follows it, he arrives to a warehouse, he senses the traps and avoids them, he finds a door but sees it's coded, he changes into human form and thinks till he finally turns into big chill he phases in and turns invisible to avoid detection he arrives to a central room where he sees Gwen gagged and tied up as Animo gloats

"You think you will not help me and stop me? Not so! I will drain your magic to power my machine that will disperse my mutagen mist and turn everybody on the world as my slave! Including the plumbers! And even if your son arrives he will destroy everything and disperse the mutagen anyway, it will not at a grand scale but it'll be a start"

hearing this Benny stops and meditates and thinks

_"I can't free mom and destroy Animo's contraption without releasing its mutagen...what can I do?...I need to nullify Animo's agents but how? If I freeze them I may avoid dispersing but if it melts quickly......I need someserious brain power to........Of course!"_

Benny goes to the lab-control room and changes into Gray Matter, hoping that he will not notice him as he analyzes the data and

_"This information is very simple and easy to undo...there are many mistakes...if he releases the mutagen many people will die........it is a good thing that he has everything tied up to his central computer...so this should nullify his mutagen and undo the mutations on his test subjects........this high dose should return his attack animal to normal...there! i believe that these comands sould wipe out all of his research...it is an abomination!....Execute...NOW!!"_

as Ben enters the final codes Animo notices him and shouts

"NO! STOP What you are doing!!"

"Too late it's done!"

"NO! My genius can not be undone so easily!"

"Genius? Please! Even the dumbest cerebrocrustacean could fix and undo your work!"

Animo lunges towards Benny, but he moves away from him and starts runing towards Gwen, Animo starts punching keys to no avail, he reads as his mutagen is nullified, then the mutagen that is released turns his test subjects into the animals that they were, and watches as his attack animal goes back to normal, meanwhile Benny turns into fourarms and frees Gwen who calls to Animo

"Give it up Animo! It's over! Your mutagen has been destroyed and your test subjects are back to normal!"

"No! I can still save my investigation and use to conquer the world!"

Animo hits his computer in a vain atempt to save his information when suddenly he creates an explosian and a shard impales into his head and Animo stands paralyzed, as the explosion dies down Gwen and Benny aproach Animo, they see he still breathes but his expresion is dull and his eyes look dead to the world, Benny looks shocked and quiet, Gwen calls the plumbers and soon they arrive, Gwen takes her son to headquarters and makes the report.

A few days later Gwen is at her home and is worried for her son, he is quieter and looks depresed till finally one day Benny asks

"Mom what happened to dr. Animo?"

Gwen looks at her son and sighs "Animo is alive Benny, but he impaled himself and was lobotomized in the process, he will recuperate to interact with other people but his investigations are lost forever...thanks to his condition and your wiping out his computer"

"So I did this to him"

"No Benny! He did it to himself....you only prevented a catastrophy"

"But I am responsible!.......Nobody had goten hurt before....maybe I am not the right person for this"

"Benny you did your best...it is the only thing that anyone can do...you can not take responsability for the actions of others"

"Dad could have done it better!"

"Your father made a lot of mistakes Benny...he was not perfect"

"But I have to live up to his lagacy right? I have to face his nemesis on the contest!"

Gwen is stunned but composes herself "What are you talking about?"

"Mom! I know! I know how and why dad died...and how i am the only one that can carry on his legacy and finish what he started!"

"Who...who..told you?"

"Nobody mom! I went upgrade and entered the computer at plumber headquarters.....I know I have been trained to avenge my father!"

"No Benny! Your father and I procreated you because we loved each other and we wanted to personify our love.......before you were born we learned about the situation with the omnitrix.....if you don't want to carry on and be the wielder we can take away the omnitrix"

Benny gives a forced laugh "And then? Nobody can use the omnitrix but me! If I refuse to face Albedo he will win and earth will be doomed....I have no choice"

"Benny you have a choice! Someone else will be the wielder"

"Who mom? Who?"

"Your uncle Ken can probably do it, your grandpa Carl or grandpa Frank, great-grandpa Max, maybe your cousin Glen"

"Glen is a kid! Uncle Ken is married and has 2 children! And my grandfathers and great-grandfather are too old.......I am the only one who can"

"You are also a kid Benny, if you don't want to, you don't have to"

"Only the males can?"

"You know that since the omnitrix bonded to your father so it bonded to the "Y" chromosome, only males can wield it....untill Azmuth can undo the damage"

"But it will take years!....I know what I have to do mom...and I will do it!"

Gwen nods, happy inside that her son will continue being the wielder and get the vendetta she desires.


	6. Graduation

**Summary for the Chapter:**

> The time for the contest is almost upon the plumbers, will Ben jr. be ready?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

Belwood, on one of its high schools during class 15 year old Ben "Benny"Tennyson is trying to concentrate on the subject that is being talked by the teacher, but to no avail can he concentrate, in a few days he will be 16 years old and knows that at any moment the archontes will anounce the contest and he knows that he can not avoid his destiny....even if he wanted to....but still he wishes he did not have to carry the fate of so many on his decisions and wonders how much his oponent has changed from the images he has studied.

Chimera, in a laboratory Albedo is analizyng the data from his ultimatrix and how his cybernetic enhancements can adapt and function, meanwhile dr. Psychobos is working on a side project, with a grunt of satisfaction he gloats internally but is still noticed by Vilgax

"Why are you so happy dr. Psychobos? Have you found a new device to improve Albedo's ultimatrix?"

Albedo scoffs "As if he could! Most of his devices have had to be improved to work with the ultimatrix!"

"Cerebrocrustaceans could make a better omnitrix without limitations!"

Before there can be more discussions Vilgax intercedes "Enough! You have something Psychobos! What is it?"

"Just one of my old projects mighty Vilgax! Nothing to bother you about" Vilgax looks at him "But if you are interested we can talk about it later" Vilgax glares at him "Of course I will tell you now......Remember the hunter Khyber?.......I built the nemetrix so he could hunt Ben 10, he used it on his hounds....but dumb luck made Tennyson the winer.....and in a last move Khyber put the nemetrix on.....and his DNA got scrambled since the nemetrix was not designed for sentient beings, he has escaped imprisoment and is hiding" Vilgax looks bored "And now I have been able to undo the damage....for a small amount of time....but I believe he will wish to hunt the Tennyson brat"

Vilgax meditates "Why should we send a hunter to take care of Tennyson's brat? Haven't the two of you improved the ultimatrix?

"To insure our victory mighty Vilgax! And at worst he might cripple the current wielder or make him weaker for the contest"

Albedo frows "NO! If it doesn't work it may backfire on us!"

"You opose the idea because you want the omnitrix! I want victory!"

"I won't deny it....I want the omnitrix to get my body back and I want to use to pick an alien that will repair my body...but also the Tennyson brat has proven to be a capable wielder, if he is attacked by the hunter he may get better, it would be like training for him."

"My nemetrix is superior to the omnitrix!"

"Is that why Khyber won his confrontations against Tennyson?...No! Wait! Tennyson won! It's a big risk!"

"He was lucky! His brat will not be!"

"Are you sure about that?"

Vilgax stands between them "Enough! Yes it will be a risk! But if it works it will improve our odds!.....Just make sure to tell Khyber to bring the omnitrix to us.......we will use it to our advantage"

and Vilgax leaves, and each being plots and distrust each other.

A few days later on Belwood Ben jr. is walking down the street, he feels frustated since the last girl that flirted with him only wanted to see him use the omnitrix

_"Great! My classmates look at me as a circus perfomer...if not a nuance........how did mom and dad do it?"_

Ben is so deep in thought that he is surprised when a teleportion beam takes him and he falls asleep as soon as he materializes on the kidnaping ship, hours later he wakes up and observes he is in a cell and a ring of metal is over the omnitrix he studies it and then he hears a voice

"Good you are finally awake"

"Who are you? Where are you?"

"I am here" Ben turns to the door and sees Khyber glaring at him with hate "I am Khyber the hunter...and you will pay for what your father did to me!"

"I read the report and have seen the records...you did it to yourself"

"He was prey!! I was suposed to take him down!!"

"Too bad we are sentient beings and can think"

"Thinking is overrated! .......Specially in prey"

"So how did you undo the damage?"

"Dr. Psychobos was able to undo the damage....temporarely.......but once done it can be repeated....and he asked for me hunting you...after the death ofyour father I believed I would be denied my vengaence.........but once he told me you were now the wielder I understood it would be more sweet if I hunted you, your loser father unable to save you"

"If my father was a loser...what makes you who were defeated by him?"

"Don't try my patient whelp!! I have nullified the omnitrix...you can not activate it!"

"And you expect me to beg?"

"False bravado eh?...let me show you" Khyber open the cell door and takes Ben to the hatch of his ship and opens it "See? We are on another world where I'll be able to hunt you to my leisure...I am blocking the homing signals of the omnitrix and any comunication device you may have...I will hunt you more than once so I can take pleasure on your defeat many times"

"You got it all figured out.....what if I don't cooperate?"

"Then I'll kill you were you stand!.......If you are trying to trick me to let you use your omnitrix...you are wasting your time...I will let you use it when you are weakened just to make the hunt more interesting"

"You are very generous...but there's a problem" Ben advances towards Khyber and changes into fourarms and punches Khyber, who falls and is astonished, next Ben takes off the metal ring on his wrist without dificulty "It apears that you will have to adjust your plans"

"So you don't need to touch the omnitrix to change then?"

"I have been training.........I won't be easy to hunt...give up and I'll look the other way so you can take it easy while you can"

"You are underestimating me whelp!" and Khyber whistles and changes into the predator for tetramands, Ben is surprised but recovers quickly changing into jetray and flying away, Khyber changes into his humanoid form and laughs "You think I was not prepared for you to use your omnitrix?" Ben observes as Khyber seems to touch his chest in a certain pattern and drones apear and begin to shoot at him, he dodges them and he dives into ajungle to hide and avoid geting hit...and hunted, meanwhile Khyber shouts "You can not hide forever whelp"and again he whistles and changes into the predator for jetray, Ben changes again and becomes XLR8 and moves quickly to avoid detection, for the next few hours Ben hides and changes into diferent aliens so Khyber can not detect him, in the process he has destroyed some of the drones but they are soon replaced, Ben feels frustated unsure of how to nullyfi the nemetrix

_"I need to figure out how Khyber controls the nemetrix, otherwise I will have to hide for a long time, I really don't know for how long Khyber will remain in his humanoid form, and even if he has litle time, he probably will have it booby-trapped so I can't escape, but how?............I got it! I should have thoiught about it sooner!"_

Ben moves towards the ship and changes into grey matter, using his small size for stealth he observes how Khyber controls his drones and then he observes as he changes into 2 predators searching for him and Ben understands how he controls the change and knows how to counter it, he also analyzes the aliens he has at his disposal and comes up with a plan, as he prepares to leave, a drone detects him and Khyber launches towards him

"Very sneaky whelp! I expected a more formidable alien" he whistles and changes into the galvan predator but before he can attack, gray matter pulls out a flute made of plants and changes Khyber back and he falls :"You'll pay for that!" he changes into another predator but again he is changed back and is unable to coordinate his movements to the sudden change of aliens, he gets frustated and continues changing and geting the same results, untill finally he manages to destroy the flute, he smirks "It's over whelp" but before he can attack Ben changes into upchuck, Khyber whistles but can not change into the predator he desires, looking at his frustation Ben speaks

"You will not find a predator for this alien Khyber, upchuck has no predators"

"I will use the predator of other aliens to hunt you"

"I am not helpless" and upchuck consumes the destroyed drones and starts firing at Khyber, who dodges as best as he can but he gets hit many times,he shrugs the hits off when suddenly 2 trees fallon him and pin him for a few moments but that is all Benny needs, he changes into diamondhead and throws shards towards the hunter, who smirks

"You missed whelp"

"Did I?"

Khyber frows and whistles but his notes are not the ones he wants nor does he change, he feels his face and realizes that the shards have cut his cheeks and he can no longer control his changes and while he is determining his injuries 2 more shards hit the nemetrix, wich begins to throw sparks and smoke "No! Dam you!!" as the nemetrix makes some explosions and Khyber changes into diferent predators and at some point he changes into diferent parts of predators till it stops, Ben aproaches him

"It's over Khyber! You can not control the nemetrix! If you let the plumbers know where we are, the top scientests will try to undo the damage"

Khyber glares at him "Never whelp! It ends for me here! And it will end for you also all around 50 miles!"

Benny frows and he understands what is going to happen, as Khyber laughs almost quietly,he turns into XLR8 and runs away, in other circumstances it would have been easy, but the terrain is uneven and there are many trees so Benny can not run in a straight line, but manages to get away three quarters of the way when he feels a litle heat, he runs faster but he knows he will not be able to outrun the explosion completly, he reaches a smallincline and manages to advance more, he manages to outrun the heat, but knows the shockwave is another story, he runs a few more seconds and changes into cannonbolt and he gets in defensive mode and rolls away from the explosion, he is stoped by the terrain and he lets the shockwave pass, he stays there for nearly an hour, he return to his human form and begins to walk back towards he believes is the ship, as soon as the omnitrix recharges and changes into XLR8 and runs towards the center of the explosion, once there he runs in a spiral pattern but is unable to find Khyber's ship, realizing it was destroyed by the explosion, he searches for debris that will help him construct a subspace radio to contact the plumbers and is deciding with wich alien he can do it when he sees a plumber shuttle arrive and hears through the omnitrix

"Ben? Are you all right?"

"Rook? Yes I am! How?"

"The omnitrix has a homing beacon and can work as a comunicator, we had detected you around this sector but lost the signal, untill a couple of hours ago"

"When Khyber blew himself up"

"Khyber? But he was incapacitated!"

"Land and get me home and I'll explain"

"Right away" the shuttle lands, Ben takes Rook to the center of the explosion and with sensors it is determined that remains that could be Khyber's are there and from there they find the debris of his ship and the mass sugests no pods are mising, after that they return to the ship where Gwen and Max are, they both hug Benny, Gwen kisses him on the forehead and cries

"Benny I thought I had lost you!"

"MOM! You really thought i could lose?" Gwen rolls her eyes and chuckles and cries at the same time, Max looks at Benny and ":You had us worried kiddo, we know it wasn't your fault but still" Benny looks at Max and "I know, I know" and the happy reunion continues, they plot a course to earth and are returning while Benny details about his fight with Khyber, Gwen scowls "Those sobs still trying to cheat" "Now pumkin, their plan failed and Benny is all right" "Still" "Mom them doing this means something" "What?" "They are afraid" they stay quiet for a few minutes and Max "He may be right Gwen, maybe they are afraid of Benny and the omnitrix, it may bode well for us" and Gwen nods.

As they near the solar system the ship receives an urgent message, Max listens and gets a grim expression, Gwen goes towrads him

"Grandpa! What's wrong?"

Max puts on loudspeaker the message

"People of earth and chimera, your preparation time is at its end, we the archontes want to see a resolution to the contest, so in a month from now in the same venue as last time the champions for the chimera Albedo will face the new champion for earth and the Alliance....Benjamin Tennyson jr....no delays will be acepted or tolerated....we'll meet in a month"

as the message ends, Rook and Max's expresion is grim, Gwen's is sadden when Benny speaks

"Don't worry Guys....I am ready!" they turn to see him and look at the determination in his eyes and think that there is hope.


	7. Arena 2

**Summary for the Chapter:**

> Ben Tennyson jr. faces his father's killers in combat will he prevail?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

Galvan Prime in the laboratory of the first creator, a somber mood, Azmuth is analyzing the data and frows

"Well we have updated the firewalls and studied every aspect of the cyber-attack by Psychobos and Albedo.....and I have included some updates to the functions of the omnitrix.....it should be at its peak for the contest"

Miaxx and Eunice nods

"Father, we thought so last time, and still.......how can we be sure?"

"I share your concern Eunice....we have studied the...battle, and despite what the archontes said....Ben won...and they should have stoped the fight inmediatly........knowing how permisive they are our countermeasures should suffice"

"First creator, I helped you build the first omnitrix.....along with Albedo.......his arrogance and envy have no limits....he will try something...specially with Psychobos and Vilgax.....why not use the celestialsappien?"

"I know Miaxx...but you know the problem with celestialsappiens....they are always in eternal debate......besides we don't know if the archontes are more or less powerful than them.....the omnitrix was unable to scan them and obtain any genetic material"

"But how can they acomplish this? No species has been unable to block the omnitrix!"

"They are either more techologicly advanced than all known species or they may be more powerful than celestialsappiens but more acertive......either way we have to play their game....I know you want retribution for Ben, Eunice....but we to be careful"

"I know father,.....but it still hurts"

"I know you have talked to Gwen and kept her updated about the progress on the omnitrix...and have been on top of data concerning Ben's son.....but we can not doubt ourselves or Ben, he should come out with the victory..........and I have listened to your concerns about our oponents and we are prepared to counter them......now let's get ready! We are going to earth to update and train Ben"

and with that they prepare to travel.

Chimera in the laboratory dr. Psychobos and Albedo are checking the ultimatrix and Albedo's cybernetic implants and despite their animosity they are satisfied with their results, when Vilgax arrives aided by Psyphon

"Report! How are the improvements coming along?"

Albedo gives him a mild glare "Fine! I should surprise the current wielder and best him!"

"Even Azmuth can not surpass us working together!"

"Are you sure Psychobos? Tennyson defeated Albedo...and his son survived Khyber's attack and managed to kill him"

"Khyber was overconfident and got careless! That is why he comitted suicide! As not to return in shame here!"

"Besides he did not defeat me! He died!"

"And you walked away proudly....no wait! You had to be carried away! And now you are a cyborg!"

"At least I can walk on my own!"

"Careful human! You don't want to face my wrath!"

"You are untrustworthy Vilgax! The archontes made us work together! Otherwise....you have betrayed me...us before"

"Albedo is right Vilgax! Your word means nothing"

"You dare insult the great Vilgax? He will have your heads!"

"So the lap dog can still bark! But it is an empty bark"

"Calm down Psyphon!.....our past alliances have not ended well....but this time is diferent.....we'll share the triumph!"

"If you believe we'll take you at your word......I have the andromeda galaxy to sell to you"

Vilgax glares at Albedo and then smirks "I can not trust either of you also! That is why we should best Tennyson again!"

and they all nod but continue to plot against each other.

Earth on a deserted field Benny is training and practicing with diferent aliens while Azmuth observes, he watches as Benny changes into several diferent aliens in a few minutes, and finally stops and walks towards Azmuth

"You are right! It is not disorienting changing into diferent aliens, and having now access to all of them will help a lot, and the AI and telephatic link make the decisions easier"

"That is only part of the improvements, the firewalls are beyond anything out there......and we'll continue to monitor the programs to avoid what happened..........last time"

"You think they'll try again?"

"I did not think so....but Eunice and Miaxx made the observation that dr. Psychobos and Albedo might try anyway since i would not expect them to try again...so we are going with the idea that they will"

"Good!.....I did not expect Eunice to cry when she saw me"

"She is a genetic copy of your mother Gwen, some genetic material was randomized and that is why she is a blonde.......and she loved your father.....and probably still does...like your mother still does..........anyway there are some new features you must learn how to use"

and Benny continues to learn and train.

The days arrives, and like last time only a few persons are allowed to watch from the stands, and they are mostly the Tennyson family and high ranking plumber oficials, on the other side only Vilgax, Psyphon, dr. Psychobos and Albedo, along with some guards, there is curiosity about Albedo he has a robe with hoodie and Benny and his public wonder how does Albedo looks, there is tension on both sides at the anticipation of battle, then on the center of the field a group of archontes apear

"People of earth, we have returned for the rematch of our contest....rules are as follow, lethal force is forbiden, also no tampering with the oponent's devices, nor threatening the companions of the adversaries, the contest will continue till one of the champions is unable to continue fighting, there will be no breaks in the fighting, now both champions come to the center of the field"

both adversaries do as told, Albedo takes off his hoodie and Benny finally sees him, he observes the implants but he looks the organic parts more and wonders

_"Is this how dad would look old?"_

but as he observes the coldness and hatred in Albedo's one eye, he knows not to be the case

"Champions do you understand the rules?"

in unyson **"YES!** **"**

"Then return to your sides, in a minute the contest begins"

they both do, Albedo talks to his companions and takes off his robe, that's when everybody can see all the cybernetic implants and wonder if Albedo can transform, while Benny receives final instructions from Azmuth and a hug from his mother and then

"Champions come to the center of the field"

they do and

"Let the fight begin!"

both oponents circle each other studying and looking for an opening, after a few moments Benny decides that the best way to determine the abilities of his adversary is to attack, changing into fourarms and throws a punch to Albedo who sidesteps and from his arms shards of crystal are expelled but before they injure Benny he turns into cannonbolt, he changes into defensive mode and rolls away while Albedo continues to throw crystals at him, Benny charges into him and Albedo is able to resist by picking him up and throwing him away, Benny changes into jetray while he avoids rocks thrown at him, and this continues for several minutes as Benny changes into diferent aliens and Albedo uses diferent attacks from the aliens of the ultimatrix from his cybernetic implants, and the few hits that pass through are either deflected by a force field or the ones that conect are repaired quickly by the own implants, in a swift move Albedo gets near Benny and manages to touch briefly the omnitrix, Benny avoids prolonged exposure and listens to its AI to detect any abnormality, meanwhile Azmuth is analyzing the data and gives instructions to his companions

"You were right! They did try it! Activate the antivirus!"

as Eunice and Miaxx follows his instructions Azmuth observes the data and the fight and wonders if Benny can figure out a way to best Albedo, meanwhile Benny continues to attack to no avail

_"Attacking him is not working out! But if I come up with an idea to conect him he has good defenses and quick repairs, I need to disable his implants but I can't! If I could attack from the inside!"_

Benny concentrates and finally it dawns on him of what to do, he changes into Gravitack and creates diferents gravity fields within Albedo's surroindings and body, Albedo suffers some damage but does not go down, Benny gets closer to Albedo and then changes into lodestar and with his magnetic powers pull apart pieces of Albedo's cybernetic arm, as soon as he stops using magnetism the arm begins to repair itself, but before it closes the exposed circuits Benny changes into goop and throws himself to the arm and gets part of himself inside the arm and changes into nanomech, everyone is shocked since they were unable to see his last transformation, Gwen worries that Albedo has found a way to destroy her son but observes that Azmuth is still receiving data and that the archontes have not declared a winner so hope still remains; inside the arm Benny is moving around and

_"I'm too small to cause any damage...but if I give a discharge on an energy conduit it should cripple Albedo, now where?.......There's one! But it's too small! If I discharge on it, nothing will happen...many a few circuits that may go unnoticed....I need to search more territory......it's time i used some of the improvements Azmuth told me about......ditto!"_

and Benny begins to multiply himself and each nanomech begins to search for a big nodule of energy conduits

_"I better do this fast! XLR8!"_

as his copies begin to move faster Benny begisn to follow some of the conduits and he observes that they are geting bigger as they start to merge into bigger ones, till finally they arrive to a nodule that benny assumes is in the shoulder

_"Now this is more like it! A good blast here should cause some damage!"_

he does but nothing happens

_"Blast! I don't have the power to disrupt! Better get reinforcements so they can help"_

as his duplicates go towards his location, he multiplies himself and fires again to no avail

_"Shit! Even with all my duplicates I may not be able to disrupt the nodule! Nanomech doesn't have enough power to do so and OW! What?"_

Benny oberves a s some of his duplicates fire at the nodule and are being fired upon by the nodule with the same intensity and type of discharge

 _"Great! If I get enough power with any of my other aliens the nodule will return it to me!......I need another way-----Help!-----What;s wrong?------I-we are being attacked by small robots!"_ Benny concentrates and watches as some robots go after his duplicates that are firing at them and they are very powerful _"They must be the defenses of the arm, try to outrun them as you come here!-------I-we have been trying to do that but they continue to follow us and they are causing damage"_ Benny concentrates and watches as the blast from the nanorobots are high energy and destructive and are relentless, and he gets an idea _"Can you get more to follow you?-------We are trying to lose them and you want them to follow us? Why?"_ and then Benny concentrates and all of his duplicates know his plan and begin to disturb the defense robots who follow them, soon a good swarm is following them, the duplicates begin to fuse together but it does not diminish the number of robots, even the duplicates near the nodule get the attention of some robots but are able to avoid geting hit by them, the final duplicates arrive followed by a swarm of robots, the duplicates fly around as they fuse making the robots concentrate on one point, til finally only one nanomech remains, he moves around making sure that the robots get to aim as he sees they are about to fire Benny gets the abilities of big chill and the discharge phases throuh him and hits the nodule, he begins to return to his normal size as the nodule explodes, he turns invisible as the expectators watch as Albedo's shoulder explodes followed by many of his implants, Albedo falls and is unable to move, meanwhile Vilgax, Psyphon and dr. Psychobos are wrought with pain, Vilgax turns to Psychobos

"What is happening?"

"It apears that the virus that was delivered to Tennyson did not afect him and turned towards us"

"You fools if something happens to Albedo it will happen to us! I will supervise the torture of the both of you!"

Albedo is in pain and on the ground

"Stop this! Stop this!"

Benny as big chill apears beside him and then changes into ultimate big chill who discharges cold so freezing that Albedo's implants get pulverized by cold, Ben looks with hatred at Albedo

"Have mercy! Have mercy!"

Benny looks at him and throws a punch towards his head and hits the ground by his side

"You are not worth it! Nor you deserve a quick death....that will be up to the Alliance's court!"

Benny walks away and Albedo tries to point at his back with his lone working implant when Benny turns and destroys the implant with his cold, Albedo whimpers but Benny just glares at him

"The contest is over! The winner is Benjamin Tennyson! From now on only the devices from Azmuth will be able to change species...but you must continue to upgrade to avoid damages to the DNA of the wielders"

Azmuth nods and observes as Gwen, Max, Ken, Rook and the rest go towards Benny who changes from his red form to his normal blue form and finally to his human form, Gwen is the first to hug and kiss him on the cheek, Benny tries to be defensive but not very convincingly, soon he is being congratulated by his family and plumbers, on the other side Vilgax is speaking to his comunicator and Albedo lies on the ground like a broken doll, Gwen aproaches him

"Help me!"

"You want help? Here!"

Gwen casts a spell that has Albedo, Vilgax, Psyphon and dr. Psychobos howling in pain, this continues for some minutes until Albedo lies still...and dead, the other drop like puppets whose strings have been cut and are also dead

"You have broken the rules of combat..a penalty must be paid!"

"I am not the champion! You can not demand payment of a penalty from him"

"But you are his mother and have defied us!"

"And I will pay! But only me! I am the mother of the champion and the widow of the first champion, they had to pay for the murder of my husband!"

"Even so.....you defied us"

"And as I said, I will pay the price, but I have a request"

"You have demands? You are delusional!"

"No! Despite your abbrasivenness you are honorable beings and just...you know I had every right to do what I did!"

the archontes seem to discuss among themselves and Gwen thinks she hears "He was her mate" "We would probably ended up doing the same" "We can not allow this" , finally the spokeperson turns towards Gwen

"What do you request?"

"Take me off planet for my punishment...I don't want them to see me that way...so I am not used as a propaganda tool"

"Reasonable"

"And also I ask for time to say goodbye to my family"

the archontes look at each other and seem to deliberate and

"Agreed"

Gwen turns towards her family who are shocked and are unwilling to let her go, she walks towards her son

"Mom! I'll fight them! I won't let them take you away!"

"Benny No! I broke willingly their rules, and I must pay!"

"But Mom!"

"No Benny! As a hero you have to think about the greater good...promise me you will do nothing!"

"Mom! I"

"Promise!"

holding back tears Ben says "I promise"

"Now swear it!"

"I...I...I swear!"

Gwen hugs him "You are a good son Benny and I have been a terrible mother, you are better than I deserve!"

"Mom no!"

"Yes Benny I didn't let you have a childhood, I didn't let you have friends, relationships...I turned you into a weapon....but it's not too late son...you can have a life....Azmuth!"

Azmuth aproaches her "Yes Gwen?"

"Take the omnitrix off!"

"But mom!"

"It's for the best Benny! You no longer have to carry the weight of the world...galaxy....universe and more"

Azmuth touches the omnitrix in a secuence and gives an order, the omnitrix detaches from Benny's wrist, and Azmuth takes the omnitrix, Benny looks at his left wrist and sees the pale skin where the omnitrix was, he feels lighter and emptier

"Destroy it Azmuth! Or give it to someone else"

"It is Ben's, he must decide what to do...and he must keep it"

Gwen glares at him 

"Mom I want to keep it....I liked being a hero"

"Benny I trained you to be one, not because you wanted to be one...unlike your counterparts who wished to be like your father"

"Counterparts?"

Gwen smiles sadly "During some of our adventures your father and I time-traveled and went to other timelines....you had other names but you wanted to be a hero like your father...by the example he set, not because he had to like I did to you....I know you will keep the omnitrix, try to never use it Benny, let it be tha last resort, trust that the plumbers can protect the universe without your help, it's your time to live, your father and I wanted to retire and live a normal life, it didn't happen, you can Benny do it!"

Gwen goes to her parents who are devastated, Natalie asks "Why Gwen? They were beaten you didn't have to"

"Yes I had to mom! And you know it! I need you to keep an eye on my son...and know i love you both"

Natalie and Frank hugh Gwen and cry his father says "I know why you did it Gwen...but I will never agree to it or understand it"

"I understand dad...take care of mom for me"

next she goes to her aunt Sandra and uncle Carl, "You shouldn't have done it Gwen! Benny still needs you!"

"He needs his family aunt Sandra and you will be great as you have been"

"It should have been me Gwen"

"No uncle Carl! It was always my job! Take care of your grandson"

she goes towards her brother Ken and his family, there are tearful goodbyes until

"Big brother please keep an eye on my son...and mom and dad"

"You know I will.....I doubt Ben would have liked this Gwen"

"Ben would have killed them with his bare hands if Benny or I had been hurt by them...and you know it, I knew what I was doing and I have no regrets"

Ken nods and Gwen talks to her grandfather

"I know I blew up every plumber rule and procedure grandpa, but I had to do it"

"I know pumkin...you beat me to it, I just wish you had not done it, so you could see Benny turn into a man"

"He is a man grandpa, and I see what he can become.......promise me you will not call upon him to defend earth or the universe, let him live"

"I promise Gwen"

"Thank you"

Gwen walks towards the archontes but talks one final time with her son, she takes off her necklace and gives it to Benny

"Benny this is the keystone of Bezel, it's yours now, keep it safe, it can activate the other charms that I have put in a safe place"

"And the rings?"

"They are the wedding rings of your father and me...they were the wedding rings of your great grandparents"

"What do I do with all of these things?"

Gwen smiles "You will know what to do when the time is right"

"I would prefer you stayed and explain it to me"

"Benny it is time to grow up, live, have fun, make friends, get a crush, fall in love, your father and I did not get a chance to travel as we wished...but you can have dreams and live them it's your turn"

holding back tears Benny replies "Yes mom"

Gwen hugs him and kisses him on the cheek and lets him go and she walks towards the archontes and stands in the center of the group

"Sentient beings of the universe, as we said before only the being called Azmuth can build devices that can change species, any other species that tries to do so will be erased...and to prove that we do not talk in vain" the spokeperson waves and in the ceiling of the field and in the screens across the galaxies they see diferent chimeran ships in space as they aproach planets " the late Vilgax executed a plan after the defeat of his champion to destroy some planets, one is earth where we now are and another one is Galvan Prime, the archonte waves his hand and the ships seem to disolve "The mighty fleet of Vilgax is no more...along with his laboratories that were supoed to clone him...Vilgax is erased and dead and nothing can bring him back! Anyone tries to break our edict will suffer the same consequences and we see all! Think about it!"

as the diferent beings in the galaxies process what they saw the archontes turn towards Gwen in a way like asking ready? and Gwen nods

"We take our leave of you"

They seem to dematerialize and Gwen says "I'm coming Ben" and a few moments later Gwen Tennyson leaves earth and the earthly plane forever. 


	8. Who is left behind

**Summary for the Chapter:**

> The contest has been met and conquered, what about Ben Tennyson jr.?

Disclaimer I do not own Ben 10 or any of its characthers, I also like to acknowledge the work from other authors from whom I take inspiration.

Belwood, 2 years later, 18 year old Ben Tennyson is walking to the mall after school, he is a senior in high school, although never a good student he has excelled in the last months prior to graduation; he has taken all of his energy into his studies now that he no longer is the wielder he has more time to study and thanks to the guidance of his uncle Ken, Ben has improved, in some ways he feels jubilant and free no longer carrying the weight of the world in his shoulders and yet sometimes he feels empty, for nearly more than half his life he trained to be the omnitrix wielder, and now he doesn't know what to do next, he would never admit to it; but he is angry towards his mother, of course he would trade everything he had for one minute with her, he knows his family is trying to keep him hopeful.....but he knows what the penalty she had to pay was, and knows he will never see her again; he has tried to follow his mother's wishes, he has gone to school, traveled to other countries, made friends and has even gone out on some dates that have left him frustrated, his dates have been more interested on being seen with the "Hero of Heroes", no conection whatsoever, he wonders if he will ever feel confortable without heroing, this day he is wondering what to do next after graduating high school, take a sabbatical and travel, go to college or technicall school, move to another state he feels overwhelmed, it has been a lot in just 2 years after.......he shakes his head his greatest triumph followed by his greatest loss, he knows he must move forward, he arrives to some tables and chairs near the food court in the mall and sits down, he begins to meditate when he hears a female voice, he sees a girl talking on her phone and trying not to prive, he regardless hears the conversasion

"But Jenna we had made plans.........Yes I know you were hoping Matt would ask you out after he broke up with that tall red head Karen.........Yes it was lucky she fell for Arthur............I know you waited for a long time..............No! You know I was not part of the group who tried to pair you with Peter the frow!.............NO! Much less pairing you with Jodie!.............Yes! I guess you must take your chance when it presents itself, just try and be a near imposible girl so he doesn't bore quickly..........Well it did work for the blonde Billie with David...........Have a nice time Jenna!" the girl hangs up and sighs in frustation, she turns and blushes when she sees Ben who looks at her and observes a teenage girl with long braided black hair, tan skin color, blue eyes, Ben thinks to himself

 _"She is pretty"_ and then he asks "Is there a problem?"

the young girl blushes "No! not really I mean.........my friend cancelled with me, we were going to see a movie, but something came up" she doesn't know why she confides on the stranger but she thinks _"He is handsome"_

"What movie were you going to see?"

"It's one of the european festival.....one of the lesser known works from the director of _""Antonia's line""_ in german, that is why I had asked this friend, she knows german...not much but enough not to be lost in the headlights"

"And you don't have anyone else to acompany you?"

"Everybody is scared of european cinema...at least among my friends and classmates...specially german cinema....they say they don't understand the languaje and the movie"

"They haven't seen _""Run, Lola, Run""_ , but I can understand why they may not understand it"

"So your favorite german film is an action film?"

"They are entertaining! But I also liked _""Antonia"s line""_ I can be deep also"

the girl giggles and Ben feels satisfied with his humor "Well it apears that you can be deep........but I doubt I will be able to sell my extra ticket"

"You already bought the tickets? No wonder you look frustated, it is not just going alone, but having the extra ticket"

"And one more problem.......if I were able to sell the ticket.....whomever i sell it to, must seat next to me.......that is why I wanted a friend....if it were a british film I probably could get one of my friends to acompany me.......but a german film"

"Well if I'm not too bold....I could acompany you to the movie.....if you wish of course!"

"Really? I mean if it's not a burden! You would be my hero!...Wait! Hero!...Of course! You are Ben 10!"

"Just Ben Tennyson now"

"Oh! Sorry! I didn't mean to...."

"It's Okay, I can't deny my past, but it is that..the past"

"I understand....you don't have to sweep down to save me though...if you are not interested"

"I have been to european cinema festivals before...they are interisting!.......Miss?"

"Oh! Sorry! How rude of me! Gwendolyn Nadia Foyle"

"Gwendolyn? Gwen?"

"i am prety sure there is a story behind my name....but my parents have never told me what it is"

Ben chuckles "Sorry! But you are called like my la......my mother"

"I know........if you are willing I would like to have a companion to the movie"

"Great! Errhh How much is the ticket?"

Gwen chuckles "Why? You don't have enough money?"

"Of course I do! I just don't want to be a free loader! I would like to pay for my ticket"

"Nonsense! The ticket is paid for! You don't have to.."

"It is not right! I should pay for using the ticket"

"I invited you! You don't have to pay...specially since you will have to read subtitles in a foreign film"

"i can understand and speak german......read it...no......how about a compromise? I will buy the snacks!"

"Yes that will work!...I believe we better get going...the movie starts in less than half and hour"

Ben and Gwen walk towards the cinema complex, they enter it and Ben takes Gwen to a waiting section where she sits on a sofa and then Ben asks

"What would you like?"

"Not much! Just popcorn and a soft drink"

"What type and flavor?"

"Butter popcorn and lemon-lime! What will you?"

"Butter popcorn also......I am not suposed to ruin my apetite when I return home.......and an orange soft drink"

"So 2 popcorns?"

"Naw! 1 tub of popcorn, it should be enough!"

"Yes! Mom doesn't want either for me to ruin my apetite also'

Ben smiles and nods and he goes to the snack bar and gets in line, Gwen smiles and opens her small purse and gets the tickets out and she examens them, she hears a loud sound and turns towards it, she sees a group of people who have droped a box of snacks and are trying to pick everything up, she loses cocnetration and she drops the tickets, she panicks as she sees the tickets fall under the furniture, she gets on her knees and looks under the furniture, the tickets are beyond her grasp, she tries to reach them and _"No! No! No!"_ she stretches as far as she can go, she closes her eyes trying to reach them, she is like that for a few seconds, when her eyes glow pink and the tickets glow pink and fly towards her hand, as Gwen grabs the tickets she gasps and holds them and she gets up and sits down quickly looking around to see if anyone watched her, feeling secure that no one did, she relaxes outwardly but she is panicking inside _"Again? What is happening to me?"_ she watches as Ben aproaches her

"Ready? I have the snacks!"

"Yes I am! We have 10 minutes to enter and find our seats"

"Wich theater? "

"Number 5"

"The one with the short line?"

Gwen chuckles "Yes! That's the one! _"I'll worry tomorrow, right now I'll enjoy my da.......my movie afternoon"_

Ben smiles and walks alongside Gwen _"Maybe this is how a date is suposed to go, but it is not a date per se....if this goes well maybe I can ask her out on a real one"_

and the young couple walk into their next chapter of their lives.

The end


End file.
